EX-10.27



 



Exhibit
10.27


NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
BORROWER.



THE INDEBTEDNESS REPRESENTED BY THIS INSTRUMENT IS SUBORDINATED TO THE PAYMENT
OF SENIOR INDEBTEDNESS IN ACCORDANCE WITH AND TO THE EXTENT PROVIDED HEREIN.




Wheeling-Pittsburgh Corporation




SENIOR SUBORDINATED UNSECURED CONVERTIBLE PROMISSORY NOTE

March __, 2007




	 	 	 
	$               

	 	Wheeling, West Virginia






     FOR VALUE RECEIVED, Wheeling-Pittsburgh Corporation, a Delaware
corporation (“Borrower”), hereby unconditionally promises to pay to the order of
                          or any transferee of this Note (the “Holder”,
in lawful money of the United States of America, the principal sum of $          ,
together with interest thereon, payable on the dates and in the manner set forth
below.



     This Note is one of $50.0 million in aggregate principal amount of
Senior Subordinated Unsecured Convertible Promissory Notes (each a “Note” and
collectively the “Notes”) issued pursuant to the Securities Purchase Agreement
of even date herewith among the Borrower and the original purchasers of the
Notes (the “Purchase Agreement”), and is subject to the provisions set forth
therein. Certain capitalized terms used herein are defined in Section 14 below.



     1. Principal. The principal amount of this Note shall mature and be due and payable on November 15, 2008
(the “Maturity Date"), unless otherwise paid or converted under the terms that follow.



     2. Interest. Interest shall accrue on the unpaid principal amount of this
Note on a daily basis from the Original Issue Date until the date of payment (or
conversion) at the Applicable Interest Rate per annum, calculated on the basis
of a 360-day year; provided, however, that during the continuance of an Event of
Default, notwithstanding anything else to the contrary contained in this Note,
interest on the unpaid principal amount of this Note and, to the extent
permitted by applicable law, on any accrued and unpaid interest shall accrue at
the rate of two percent (2%) per annum in addition to the Applicable Interest
Rate then in effect.



     Accrued interest shall be payable in cash, quarterly in arrears on April 1, July
1, October 1 and January 1 of each year, beginning April 1, 2007 (each an
“Interest Payment Date” except that, if any such date is not a Trading Day, the
Interest Payment Date shall be the next succeeding Trading Day. In connection
with an adjustment to the Applicable Interest Rate from and after the Reset
Date, in which interest shall have been recalculated back to the Original Issue
Date, such additional interest shall be due and payable on and as of the Reset
Date.



     3. Place, Manner and Application of Payments. All amounts payable hereunder
shall be payable to the Holder in immediately available funds at its address set
forth below or such other address as the Holder specifies to



 









 



Borrower in
writing. All payments on this Note shall be applied first to accrued interest,
and thereafter to the outstanding principal balance hereof. The principal amount
under this Note may not be pre-paid without the prior written consent of the
Holder prior to the Reset Date. From and after the Reset Date, the Borrower
shall have the right to prepay the principal amount of this Note in whole or in
part; provided that (a) any such prepayment shall be subject to the Holder’s
right to convert the Note pursuant to Section 5(b)(i) below; (b) such prepayment
may not be made until at least ten (10) business days after the Holder has
confirmed, in writing, its receipt of written notice from Borrower of the
intended prepayment, which written confirmation from the Holder must specify
that the Holder is not electing to exercise its conversion rights pursuant to
Section 5(b)(i) below; (c) any such prepayment shall be accompanied by payment
of all accrued and unpaid interest through the date of prepayment and (d) any
such prepayment shall not contravene any of the provisions of Section 6 hereof..




     4. No Security. This Note is an unsecured obligation of the Borrower and no collateral accompanies the
obligations hereunder.



     5. Conversion. The Holder of this Note shall have the following rights with respect to conversion of
this Note into shares of Borrower’s Common Stock, no par value per share (the “Common Stock”):




     (a) Automatic Conversion prior to the Reset Date. Notwithstanding
anything herein to the contrary but subject to the final sentence of
this Section 5(a) and to Section 5(e), upon the occurrence of a Change
of Control Transaction prior to the Reset Date, without any action on
the part of the Holder hereof, just prior to the consummation of such
Change of Control Transaction, all of the outstanding principal and
accrued but unpaid interest under this Note shall immediately convert
pursuant to this Section 5(a) into the number of shares of Common Stock
obtained by dividing such outstanding principal and interest by the
Applicable Conversion Price then in effect, such that the Holder shall
be entitled to the consideration paid (if any) to holders of Common
Stock in connection with such Change of Control Transaction.
Notwithstanding the foregoing, this Note shall not be automatically
convertible pursuant to this Section 5(a) unless the consideration
payable with respect to the Borrower’s Common Stock in connection with
such Change of Control Transaction equals or exceeds the Applicable
Conversion Price (subject to the last sentence of the definition of
“Change of Control Transaction” in Section 14 hereof).




     (b) Conversion from and after the Reset Date.




     (i) Conversion at the Election of Holder. To the extent that the principal amount
under this Note shall not have been repaid, or converted pursuant to
Section 5(a), as of the Reset Date, commencing on the Reset Date and
thereafter through the Maturity Date, all of the outstanding principal
and accrued but unpaid interest under this Note shall immediately
convert pursuant to this Section 5(b)(i), in whole but not in part, at
any time at the election of the Holder, into the number of shares of
Common Stock obtained by dividing such outstanding principal and
interest by the Applicable Conversion Price then in effect.




     (A) The Borrower shall be given notice of the intent
of the Holder of this Note to convert this Note under Section 5(b)(i) by
way of the form of conversion notice attached hereto as Annex A (a
“Conversion Notice”). The calculations and entries set forth in the
Conversion Notice shall control in the absence of manifest or
mathematical error.




     (ii) Automatic Conversion following the Reset Date in a Change of Control
Transaction. Subject to the final sentence of this Section 5(b)(ii), to
the extent that the principal amount under this Note shall not have been
repaid, or converted pursuant to Section 5(a) or Section 5(b)(i), upon
the occurrence of a Change of Control Transaction from and after the
Reset Date, without any action on the part of the Holder hereof, just
prior to the consummation of such Change of Control Transaction, all of
the outstanding principal and accrued but unpaid interest under this
Note shall immediately convert pursuant to this Section 5(b)(ii) into
the number of shares of Common Stock obtained by dividing such
outstanding principal and interest by the Applicable Conversion Price
then in effect, such that the Holder shall be entitled to the
consideration paid (if any) to holders of Common Stock in connection
with such Change of Control Transaction. Notwithstanding the foregoing,
this Note shall not be automatically convertible pursuant to this
Section 5(b)(ii) unless the consideration payable with respect to the
Borrower’s Common Stock in connection with such Change of Control
Transaction equals or exceeds the Applicable Conversion Price (subject
to the last sentence of the definition of “Change of Control
Transaction” in Section 14 hereof).



 









 





     (c) Procedures with respect to conversions. Not less than ten (10)
Trading Days prior to the anticipated occurrence of any Change of
Control Transaction, Borrower shall deliver to the Holder a notice (the
“Change of Control Notice”), setting forth the material terms of such
transaction and Borrower’s calculation of the number of Conversion
Shares issuable to the Holder (including interest to be converted
calculated through such Conversion Date) in connection with such Change
of Control Transaction. Required Holders may waive on behalf of all
holders of Notes such period by which the Change of Control Notice must
be delivered prior to the Change of Control Transaction. The
calculations and entries set forth in the Change of Control Notice shall
control in the absence of manifest or mathematical error. Upon
consummation of the Change of Control Transaction referenced in the
Change of Control Notice, Borrower (or its successor) shall deliver to
the Holder a subsequent notice so indicating and containing or
accompanied by such information as shall be reasonably necessary to the
Holder to receive the consideration, if any, that holders of Common
Stock received in such transaction (the “Second Change of Control
Notice”).




     (i) The “Conversion Date,” for a conversion under Section 5(a) or 5(b)(ii) above,
shall be the same date and just prior to the consummation of the Change
of Control Transaction, and for a conversion under Section 5(b)(i)
above, shall be the date specified in the Conversion Notice delivered by
the Holder with respect to a conversion of the Note under such section.
As of the applicable Conversion Date and at such time as the conversion
has been effected as required by this Note, this Note shall be
cancelled, shall no longer accrue interest hereunder and shall be deemed
of no further force or effect (other than with respect to the Holder’s
rights to receive Conversion Shares in accordance with Section 5(d), the
Holder’s rights to payment of an remaining principal amount and accrued
interest, if any, under Section 5(e), and the Holder’s rights with
respect to a default by Borrower under this Note as set forth in Section
14).




     (d) Delivery of Conversion Shares, Adjustments.




     (i) Delivery of Conversion Shares. Not later than five Trading
Days after the Conversion Date (or the date on which the Second
Change of Control Notice was delivered for a conversion under
Sections 5(a) or 5(b)(ii))(the “Note Delivery Date”), the Holder
shall deliver this Note to Borrower (or its successor) for
cancellation and not later than three Trading Days after the Note
Delivery Date, Borrower (or its successor) shall deliver to the
Holder, or to such nominee as the Borrower shall be directed
thereby, a certificate representing the number of Conversion Shares
being issued upon the conversion of this Note (a “New Certificate”);
provided, however, that in the event of conversion pursuant to
Section 5(a) or 5(b)(ii), the Holder shall be entitled to receive,
in addition to or in lieu of such New Certificate, the consideration
paid (if any) to holders of Common Stock in connection with such
Change of Control Transaction, with such payment to be made in
accordance with the payment and/or exchange procedures applicable to
the holders of Borrower’s Common Stock in connection with such
Change of Control Transaction..




     (ii) Surrender of Notes. Surrender of this Note shall be made by
sending it to the Borrower by overnight mail and the date of
surrender shall be deemed to be the day on which this Note is placed
in overnight mail by the Holder. By accepting this Note, the Holder
agrees to take all reasonable actions required by it to surrender
this Note in accordance with the Note’s terms upon any conversion
hereunder. Borrower agrees that upon a conversion of this Note for
capital stock of the Borrower (or Borrower’s successor in connection
with a Change of Control Transaction) the Holder shall be the
beneficial owner of such shares of capital stock (and/or other
securities if the shares are linked or coupled with other
securities), as of the Conversion Date with respect to rights
provided to holders of such securities under Borrower’s (or
Borrower’s successor in connection with a Change of Control
Transaction) certificate of incorporation and by-laws (or other
governing documents), as then in effect.




     (iii) Stock Splits, etc. In case Borrower shall, after the
Original Issue Date (i) subdivide or split its outstanding shares of
Common Stock into a greater number of shares or issue additional
            shares of Common Stock for no consideration as a stock dividend,
(ii) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock, or (iii) issue any shares of its
capital stock in a reclassification of the Common Stock, then the
number of Conversion Shares receivable upon conversion



 









 





of this Note
immediately prior thereto shall be adjusted so that the Holder shall
be entitled to receive the kind and number of Conversion Shares or
other securities of Borrower which it would have owned or have been
entitled to receive had this Note been converted in advance thereof.
Upon each such adjustment of the kind and number of Conversion
Shares or other securities of Borrower which are receivable
hereunder, the Holder shall thereafter be entitled to receive the
number of Conversion Shares or other securities resulting from such
adjustment at an Applicable Conversion Price obtained by multiplying
the Conversion Price in effect immediately prior to such adjustment
by the number of Conversion Shares receivable upon conversion of
$1,000 of Notes pursuant hereto immediately prior to such adjustment
and dividing such product by the number of Conversion Shares or
other securities of Borrower that are receivable upon conversion of
$1,000 of Notes pursuant hereto immediately after such adjustment
(as if the Note were convertible at the Applicable Conversion Price
at the time of such adjustment), and such adjustment(s) shall be
made with respect to the Maximum Conversion Price and Minimum
Conversion Price from and after an adjustment to the Applicable
Conversion Price under Section 14 resulting from the non-occurrence
of a Change of Control Transaction prior to the Reset Date, provided
that no such adjustment shall be made to such previously adjusted
Applicable Conversion Price. An adjustment made pursuant to this
paragraph shall become effective immediately after the effective
date of such event, retroactive to the record date, if any, for such
event.




     (iv) Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets; Offerings of Property to Common Stock
Holders. Subject to the automatic conversion provisions of Sections
5(a) and 5(b)(ii), in case the Borrower shall reorganize its
capital, reclassify its capital stock, consolidate or merge with or
into another entity (where the Borrower is not the surviving
corporation or where there is a change in or distribution with
respect to the Common Stock of the Borrower), or sell, transfer or
otherwise dispose of its property, assets or business to another
entity and, pursuant to the terms of such reorganization,
reclassification, merger, consolidation or disposition of assets,
shares of common stock of the successor or acquiring entity, or any
cash, shares of stock or other securities or property of any nature
whatsoever (including warrants or other subscription or purchase
rights) in addition to or in lieu of common stock of the successor
or acquiring entity (“Other Property”), are to be received by or
distributed to the holders of Common Stock of the Borrower, then the
Holder shall have the right thereafter to receive, upon conversion
of this Note, the number of shares of common stock of the successor
or acquiring entity, or Common Stock of the Borrower if it is the
surviving corporation, and Other Property receivable upon or as a
result of such reorganization, reclassification, merger,
consolidation or disposition of assets by a Holder of the number of
shares of Common Stock for which the Note is convertible immediately
prior to such event. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets,
the successor or acquiring entity (if other than the Borrower) shall
expressly assume the due and punctual observance and performance of
each and every covenant and condition of this Note and the Purchase
Agreement to be performed and observed by the Borrower and all the
obligations and liabilities hereunder, subject to such modifications
as may be deemed appropriate (as determined in good faith by
resolution of the Board of Directors of the Borrower) in order to
provide for adjustments of Conversion Shares for which this Note is
convertible which shall be as nearly equivalent as practicable to
the adjustments provided for in this Section 5(d)(iv). For purposes
of this Section 5(d)(iv), “common stock of the successor or
acquiring entity” shall include equity of such entity of any class
which is not preferred as to dividends or assets over any other
class of equity of such entity and which is not subject to
redemption and shall also include any evidences of indebtedness,
shares of stock or other securities which are convertible into or
exchangeable for any such equity, either immediately or upon the
arrival of a specified date or the happening of a specified event
and any warrants or other rights to subscribe for or purchase any
such equity. The foregoing provisions of this Section 5(d)(iv) shall
similarly apply to successive reorganizations, reclassifications,
mergers, consolidations or disposition of assets. If an event occurs
of the type contemplated by Section 5(d)(iii) or this Section
5(d)(iv) that is not expressly provided for by such provisions, then
the Borrower’s board of directors shall make an appropriate
adjustment in the Applicable Conversion Price so as to protect the
rights of the Holder of this Note.




     (v) Distributions. If Borrower, at any time while the Notes are
outstanding, shall distribute to all holders of Common Stock
evidences of its indebtedness, assets or rights or warrants to
subscribe for or purchase any security, then in each such case the
Holder hereof shall be entitled, upon conversion of this



 









 





Note
pursuant to its terms, to receive such portion of such assets,
evidence of indebtedness, rights or warrants so distributed as the
Holder would have been entitled to receive if this Note had been
converted at the Applicable Conversion Price in a conversion
pursuant to Section 5 (and without regard for the requirement of a
Change of Control Transaction under Section 5(a) or 5(b)(ii)) as of
the date of distribution of such indebtedness, assets or rights or
warrants. In either case the adjustments shall be described in a
statement provided to the Holder of the portion of assets or
evidences of indebtedness so distributed or such subscription rights
applicable to one share of Common Stock. Such adjustment shall be
made whenever any such distribution is made and shall become
effective as of the record date with respect to such distribution
(or the date of distribution, if there shall be no record date).




     (e) Limitation on Issuance of Conversion Shares. Notwithstanding
anything to the contrary set forth in this Note, upon a conversion
of this Note individually or the Notes in the aggregate, pursuant to
their terms, in no event shall the Borrower be required to issue
Common Stock (or securities convertible into or exercisable for
Common Stock) to the extent that such issuance would be in excess of
19.9% of the Common Stock or voting power of all voting equity
securities of the Borrower then outstanding as of such Conversion
Date, as such matters are governed by Rule 4350(i)(D) of the Rules
of Nasdaq, as amended or replaced from time to time. To the extent
that the conversion of principal and accrued but unpaid interest
hereunder shall have been limited by this Section 5(e), then such
unconverted principal and interest shall remain outstanding under
this Note and interest shall continue to be paid as provided in
Section 2 above, with any remaining principal amount of this Note
being due and payable without the necessity of notice, presentment
or demand on the Maturity Date.



     6. Subordination. (a) The obligations arising under this Note shall
be and hereby are subordinated to the Senior Debt, whether now or hereafter
incurred or owed by the Borrower to the Senior Debt Holders. Notwithstanding the
foregoing or in Section 6(b) hereof, interest may be paid hereunder as and when
due and principal may be paid on the Maturity Date in cash so long as no default
or event of default exists in respect of the Senior Debt would occur as the
result of such payment. The Holder acknowledges and agrees that the obligations
hereunder may not be voluntarily prepaid without the consent of the Senior Debt
Holders. The Holders further acknowledge and agree that the obligations
hereunder may not be paid in cash unless such payment is permitted by the terms
of the Senior Debt Documents.



     (b) Without limiting the generality of the foregoing provisions of
Section 6(a), so long as the Senior Debt shall be outstanding, the obligations
arising under this Note shall be and hereby are subordinated to the full and
final payment in cash of the Senior Debt on the terms and conditions set forth
in this Section 6(b).



     The Borrower may not pay the principal of or cash interest on this Note
if:




     (A) a default in the payment of the principal or interest
on any Senior Debt occurs and is continuing or any
other amount owing in respect of any Senior Debt is
not paid when due (whether at maturity, by
acceleration or otherwise); or




     (B) any other default on Senior Debt occurs and the maturity of such Senior Debt is
accelerated in accordance with its terms;


unless, in either case, the default has been cured or waived and any such
acceleration has been rescinded or such Senior Debt has been satisfied in full;
provided, however, that the Borrower shall pay all amounts outstanding on the
Note without regard to the foregoing if the Borrower receives written notice
approving such payment from the authorized representative of the Senior Debt
with respect to which either of the events set forth in clause (A) or (B) of
this sentence has occurred and is continuing.




     During the continuance of any default (other than a default described
in clause (A) or (B) of the preceding sentence) with respect to any Senior Debt
pursuant to which the maturity thereof may be accelerated immediately, or with
the giving of notice and/or the expiration of any applicable grace periods, the
Borrower may not pay the principal or cash interest on the Note for a period (a
“Payment Blockage Period”) commencing upon the receipt by the Holder (with a
copy to the Borrower) of written notice (a “Blockage Notice”) of such default
from the authorized representative of such Senior Debt specifying an election to
effect a Payment Blockage Period and ending 179 days thereafter (or earlier if
such Payment Blockage Period is terminated:



 









 





     (X) by written notice to the Holder and the Borrower from
the authorized representative of the Senior Debt that
gave such Blockage Notice;




     (Y) by repayment in full in cash or cash equivalents of such Senior Debt; or




     (Z) because the default giving rise to such Blockage Notice is
no longer continuing).


Notwithstanding the provisions described in the immediately preceding sentence
(but subject to the provisions contained in the preceding paragraph and in the
immediately succeeding paragraph), unless the holders of such Senior Debt or the
authorized representative of such holders shall have accelerated the maturity of
such Senior Debt, the Borrower shall resume blocked payments of the Note after
the end of such Payment Blockage Period.




     Not more than three Blockage Notices may be given in any period of 360
consecutive days, irrespective of the number of defaults with respect to Senior
Debt during such period. In no event, however, may the total number of days
during which any Payment Blockage Period or Periods is in effect exceed 179 days
in the aggregate during any period of 360 consecutive days. For the purposes of
this Section 6(b), no default or event of default that existed or was continuing
on the date of commencement of any Payment Blockage Period with respect to
Senior Debt initiating such Payment Blockage Period shall be, or be made, the
basis of the commencement of a subsequent Payment Blockage Period by the
Representative of such Senior Debt, whether or not within a period of 360
consecutive days, unless such default or event of default shall have been cured
or waived for a period of not less than 90 consecutive days.



     (c) The Holder will not take or omit to take any action or assert any
claim with respect to the obligations hereunder or otherwise which is
inconsistent with this Section 6(c). Without limiting the foregoing, so long as
an event of the kind set forth in clause (A) or (B) of Section 6(b) has occurred
and is continuing, the Holder will not assert, collect or enforce the
obligations arising under this Note or any part thereof or take any action to
foreclose or realize upon the obligations arising under this Note or any part
thereof or enforce this Note except to the extent (but only to such extent) that
the commencement of a legal action may be required to toll the running of any
applicable statute of limitation, to defend any challenge to the validity of the
obligations arising under this Note, or to file a proof of claim or to make a
vote in a proceeding described in Section 6(f).



     (d) Until the Senior Debt is satisfied in full, the Holder will hold in
trust and immediately pay over to the Collateral Trustee, for the benefit of the
Senior Debt Holders, in the same form of payment received, with appropriate
endorsements, for application to the Senior Debt any cash amount that the
Borrower pays to the Holder with respect to this Note in contravention of
Section 6(a) or Section 6(b) hereof. Subject to the irrevocable satisfaction in
full of all Senior Debt, the Holder shall, to the extent of all payments or
distributions made to the Collateral Trustee, for the benefit of the Senior Debt
Holders, pursuant to this Section 6 which would otherwise be payable in respect
of this Note, be subrogated to the rights of the Senior Debt Holders to receive
payments or distributions of cash, properties or securities applicable to the
Senior Debt until the principal of and interest on this Note shall be paid in
full. For purposes of such subrogation, no payments or distributions to the
Collateral Trustee, for the benefit of the Senior Debt Holders, of any cash,
property or securities to which the Holder would be entitled except for the
provisions of this Section 6, and no payment over to the Collateral Trustee, for
the benefit of the Senior Debt Holders, pursuant to this Section 6 by the Holder
as between the Borrower, its creditors (other than the Senior Debt Holders) and
the Holder, shall be deemed to be a payment by the Borrower to or on account of
the Senior Debt.



     (e) If the Holder, in contravention of the terms of this Section 6,
shall commence, prosecute or participate in any suit, action or proceeding
against the Borrower, then the Collateral Trustee or the Administrative Agent,
for the benefit of the Senior Debt Holders may intervene and interpose as a
defense or plea the provisions of this Section 6. If the Holder, in
contravention of the terms of this Section 6, shall attempt to collect any
amounts owing under this Note or to enforce this Note, then the Collateral
Trustee or Administrative Agent, for the benefit of the Senior Debt Holders may,
by virtue of this Section 6, restrain the enforcement thereof in the name of the
Collateral Trustee or Administrative Agent, for the benefit of the Senior Debt
Holders. If the Holder, in contravention of the terms of this Section 6, obtains
any cash or other assets of the Borrower as a result of any administrative,
legal or equitable actions, or otherwise, the Holder agrees forthwith to pay,
deliver and assign to the Collateral Trustee or the Administrative Agent, for
the account of the Senior Debt Holders, with appropriate



 









 



endorsements, any such
cash for application to the Senior Debt and any such other assets as collateral
for the Senior Debt.




     (f) At any meeting of creditors of the Borrower or in the event of any
case or proceeding, voluntary or involuntary, for the distribution, division or
application of all or part of the assets of the Borrower or the proceeds
thereof, whether such case or proceeding be for the liquidation, dissolution or
winding up of the Borrower or its business, a receivership, insolvency or
bankruptcy case or proceeding, an assignment for the benefit of creditors or a
proceeding by or against the Borrower for relief under federal Bankruptcy Law or
any other bankruptcy, reorganization or insolvency law or any other law relating
to the relief of debtors, readjustment of indebtedness, reorganization,
arrangement, composition or extension or marshalling of assets or otherwise, the
Collateral Trustee is hereby irrevocably authorized at any such meeting or in
any such proceeding to receive or collect for the benefit of the Senior Debt
Holders any cash or other assets of the Borrower distributed, divided or applied
by way of dividend or payment, or any securities issued on account of any
obligations arising under this Note (other than securities issued upon
conversion of the Note in accordance with Section 5), and apply such cash to or
to hold such other assets or securities as collateral for the Senior Debt, and
to apply to the Senior Debt any cash proceeds of any realization upon such other
assets or securities that the Collateral Trustee in its discretion elects to
effect, until all of the Senior Debt shall have been paid in full in cash,
rendering to the Holder any surplus to which the Holder is then entitled.



     (g) Notwithstanding the foregoing provisions of clause (f), the Holder
shall be entitled to receive and retain any securities of the Borrower or any
other corporation or other entity provided for by a plan of reorganization or
readjustment, the payment of which securities is subordinate, at least to the
extent provided in this Section 6 with respect to this Note, to the payment of
all Senior Debt outstanding at such time.



     (h) At any such meeting of creditors or in the event of any such case
or proceeding, the Holder shall retain the right to vote and otherwise act with
respect to this Note (including, without limitation, the right to vote to accept
or reject any plan of partial or complete liquidation, reorganization,
arrangement, composition or extension), provided that the Holder shall not vote
with respect to any such plan or take any other action in any way so as to
contest (a) the validity of any Senior Debt or any collateral therefor or
guaranties thereof, (b) the relative rights and duties of any Senior Debt
Holders established in any instruments or agreements creating or evidencing any
of the Senior Debt with respect to any of such collateral or guaranties or (c)
the Holder’s obligations and agreements set forth in this Section 6.



     (i) The Senior Debt shall continue to be Senior Debt and entitled to
the benefits of these subordination provisions irrespective of any waiver of any
term of the Senior Debt or any extension or renewal of the Senior Debt.



     (j) The Holder and Borrower will not, at any time, modify any of the
terms of this Section 6 without the prior written consent of the representatives
of all of the Senior Debt outstanding at such time; nor will the Holder sell,
transfer, pledge, assign, hypothecate or otherwise dispose of any or all of this
Note to any person other than a person who agrees in a writing, satisfactory in
form and substance to the Collateral Trustee, to succeed to the rights and to be
bound by all of the obligations of the Holder hereunder; provided, that
notwithstanding any non-compliance with this Section 6(j), any transferee,
purchaser, pledgee or other beneficiary under this Note shall be bound by the
subordination provisions set forth in this Section 6. In the case of any such
disposition by the Holder, the Holder will notify the Collateral Trustee at
least ten (10) days prior to the date of any of such intended disposition.



     (k) Nothing contained in this Section 6 shall impair, as between the
Borrower and the Holder, the obligation of the Borrower to pay to the Holder all
amounts payable in respect of this Note as and when the same shall become due
and payable in accordance with the terms thereof (it being acknowledged by
Holder that certain terms of this Section 6 may impair Borrower’s right and
ability to do so), or prevent the Holder (except as expressly otherwise provided
herein) from exercising all rights, powers and remedies otherwise permitted by
this Note and by applicable law upon a default under this Note, all, however,
subject to the rights of the Senior Debt Holders as set forth in Section 6
hereof. Nothing contained in this Section 6 shall impair the conversion of this
Note in accordance with the terms hereof. The failure of the Borrower to make
any payment with respect to this Note in accordance with its terms by reason of
the operation of Section 6 hereof shall not be construed as preventing the
occurrence of



 









 



an Event of Default under this Note. No provision of this Section
6 shall be deemed to subordinate, to any extent, any claim or right of the
Holder to any claim against the Borrower by any creditor of the Borrower or any
other person except to the extent expressly provided in this Section 6 with
respect to the Senior Debt Holders.




     (l) The provisions of Section 6 hereof shall continue in full force and
effect, and the obligations and agreements of the Holder and the Borrower
hereunder shall continue to be fully operative, until all of the Senior Debt
shall have been paid and satisfied in full and such payment and satisfaction
shall be final and not avoidable. To the extent that the Borrower or any
guarantor of or provider of collateral for the Senior Debt makes any payment on
the Senior Debt that is subsequently invalidated, declared to be fraudulent or
preferential or set aside or is required to be repaid to a trustee, receiver or
any other party under any bankruptcy, insolvency or reorganization act, state or
federal law, common law or equitable cause (such payment being hereinafter
referred to as a “Voided Payment”), then to the extent of such Voided Payment,
that portion of the Senior Debt that had been previously satisfied by such
Voided Payment shall be revived and continue in full force and effect as if such
Voided Payment had never been made. To the extent that the Holder has received
any payments with respect to this Note subsequent to the date of the Collateral
Trustee’s or any Senior Debt Holder’s initial receipt of such Voided Payment and
such payments have not been invalidated, declared to be fraudulent or
preferential or set aside or are required to be repaid to a trustee, receiver,
or any other party under any bankruptcy act, state or federal law, common law or
equitable cause, the Holder shall be obligated and hereby agrees that any such
payment so made or received shall be deemed to have been received in trust for
the benefit of such Senior Debt Holder, and the Holder hereby agrees to pay to
the Collateral Trustee for the benefit of such Senior Debt Holder, upon demand,
the full amount so received by the Holder during such period of time to the
extent necessary fully to restore to such Senior Debt Holder the amount of such
Voided Payment. Upon the payment and satisfaction in full of all of the Senior
Debt, which payment shall be final and not avoidable, the provisions of Section
6 hereof will automatically terminate without any additional action by any party
hereto.



     (m) No right of any Senior Debt Holder to enforce the subordination
provisions of this Note shall be limited in any way by any act or failure to
act, by the Borrower or the Holder, or by any noncompliance by the Borrower with
the terms of this Note, regardless of any knowledge thereof that any such Senior
Debt Holder may have or be otherwise charged with.



     7. Reserved.



     8. Default and Remedies. (a) Any of the following events shall constitute an “Event of Default”:




     (i) Borrower’s failure to pay any principal or accrued interest evidenced by any Note when due in
accordance with the terms of such Note;




     (ii) Borrower’s failure to deliver a New Certificate in accordance with the requirements of
Section 5(d)(i);




     (iii) Borrower’s failure to comply with any other covenant or
obligation arising under the Notes or the Purchase Agreement or in
any other document executed or delivered in connection therewith
(including the accuracy in all material respects of the
representations and warranties made by the Borrower therein) that,
if curable, is not cured or waived within 20 days after the
occurrence of such failure; provided, however, that if the failure
to comply with any such other covenant or obligation cannot by its
nature be cured within the 20-day period or cannot, after diligent
attempts by Borrower, be cured within such 20-day period, and such
default is likely to be cured within a reasonable time, then
Borrower shall have an additional reasonable period (which shall not
in any case exceed an additional 10 days) to attempt to cure such
default, and within such reasonable time period the failure to cure
such default shall not be deemed an Event of Default;




     (iv) Default under the terms of any other indebtedness of
Borrower or any subsidiary of Borrower that is not cured or waived
within any grace period applicable thereto;




     (v) The Borrower shall fail to have reserved and maintained a
sufficient number of authorized shares of Common Stock to issue upon
conversion of all outstanding Notes;



 









 





     (vi) The Common Stock shall fail to be listed or quoted for
trading on any Trading Market for more than 10 consecutive Trading
Days; or




     (vii) The occurrence of any Bankruptcy Event.



     (b) If an Event of Default shall occur and be continuing, the
aggregate principal amount of this Note (together with all accrued
interest thereon and all other amounts payable in connection therewith)
shall become immediately due and payable without any further action on
the part of the Holder, and the Borrower shall, upon receipt of written
request therefore from the Holder of this Note, immediately thereafter
pay to such Holder all amounts due and payable with respect thereto,
subject to the Holder’s right to convert the Note pursuant to Section
5(b)(i).



     (c) Subject to Section 6 hereof, if the Borrower shall fail to
issue and deliver pursuant to Section 5(d) a New Certificate to the
Holder for the number of shares of Common Stock to which the Holder is
entitled upon the conversion of this Note, and if after the date on
which such shares were required to be delivered pursuant to Section 5(d)
but prior to delivery of such shares of Common Stock, the Holder
purchases (in an open market transaction or otherwise) a number of
shares of Common Stock equal to the number of shares subject to the
conversion in order to deliver same in satisfaction of a sale by the
Holder of the number of shares of Common Stock issuable upon such
conversion that the Holder anticipated receiving from the Borrower (a
“Buy-In”), then the Borrower shall, within three (3) business days after
the Holder’s request and provision of trade confirmations, pay cash to
the Holder in an amount equal to the Holder’s total purchase price
(including brokerage commissions and other out-of-pocket expenses, if
any) for the shares of Common Stock so purchased (the “Buy-In Price”),
at which point the Borrower’s obligation to deliver such New Certificate
(and to issue such Common Stock) shall terminate.



     10. Cumulative Rights. In addition to the rights provided under Section 9,
the Holder of this Note shall also have any other rights that such Holder may
have been afforded under any contract or agreement at any time, and any other
rights that such Holder may have pursuant to applicable law. No delay on the
part of the Holder in the exercise of any power or right under this Note or
under any other instrument executed pursuant hereto shall operate as a waiver
thereof, nor shall a single or partial exercise of any power or right preclude
other or further exercise thereof or the exercise of any other power or right.



     11. Waivers. Borrower waives presentment, demand for payment, notice of dishonor, protest and notice of
protest with respect to this Note.



     12. Attorneys’ Fees and Costs. If there is an Event of Default, the Holder
shall be entitled to receive and Borrower agrees to pay all costs of collection
incurred by the Holder, including without limitation, reasonable attorney’s fees
for consultation and suit.



     13. Treatment of Notes. Each Note issued pursuant to the Purchase Agreement
or subsequently issued in replacement thereof shall rank pari passu with each
other Note as to the payment of principal and interest. Further, this Note and
any note subsequently issued in replacement hereof shall rank pari passu or
senior as to the payment of principal and interest with all present and future
indebtedness of the Borrower other than the Senior Debt and other indebtedness
of the Borrower that is secured with any collateral thereof. The Holder agrees
that any payments to the Holders of Notes, whether principal, interest or
otherwise on account of such Notes (other than payments arising in connection
with Events of Default that are not applicable to all Holders or payments made
under Section 12), shall be made pro rata among holders of the Notes based upon
the aggregate unpaid principal amount of the Notes.



     14. Certain Definitions. For purposes of this Note, the following terms shall have the indicated
meanings:



     "Administrative Agent” means the Royal Bank of
placecountry-regionCanada, acting in its capacity as Administrative Agent for
the Senior Term Lenders and General Electric Capital Corporation, as
administrative agent for the Senior Revolving Lenders.



 









 





     "Applicable Interest Rate” means (a) prior to the Reset
Date, six percent (6.0%) per annum, and (b) commencing as of the
Reset Date, nine percent (9.0%) per annum retroactively applied to
the Original Issue Date.



     "Applicable Conversion Price” means (a) prior to the Reset
Date, $20.00 (subject to adjustment as provided in Section
5(d)(iii)), and (b) commencing as of the Reset Date, the dollar
amount calculated by multiplying the average closing price of a
share of Common Stock over the five (5) Trading Day period ending
on the Trading Day prior to the Reset Date as reported by the
applicable Trading Market by 0.85 (provided that the product shall
not be greater than $20.00 (the “Maximum Conversion Price”) nor
less than $15.00 (the “Minimum Conversion Price”), as adjusted by
Section 5(d)(iii)).



     "Bankruptcy Event” means any of the following events: (a)
Borrower or any Significant Subsidiary (as such term is defined in
Rule 1.02(s) of Regulation S-X of the Securities and Exchange
Commission) thereof commences a case or other proceeding under any
bankruptcy, reorganization, arrangement, adjustment of debt, relief
of debtors, dissolution, insolvency or liquidation or similar law
of any jurisdiction relating to Borrower or any Significant
Subsidiary thereof; (b) there is commenced against Borrower or any
Significant Subsidiary thereof any such case or proceeding that is
not dismissed within 60 days after commencement; (c) Borrower or
any Significant Subsidiary thereof is adjudicated insolvent or
bankrupt or any order of relief or other order approving any such
case or proceeding is entered; (d) Borrower or any Significant
Subsidiary thereof suffers any appointment of any custodian or the
like for it or any substantial part of its property that is not
discharged or stayed within 60 days; (e) Borrower or any
Significant Subsidiary thereof makes a general assignment for the
benefit of creditors; (f) Borrower or any Significant Subsidiary
thereof calls a meeting of its creditors with a view to arranging a
composition, adjustment or restructuring of its debts; or (g)
Borrower or any Significant Subsidiary thereof, by any act or
failure to act, expressly indicates its consent to, approval of or
acquiescence in any of the foregoing or takes any corporate or
other action for the purpose of effecting any of the foregoing.



     "Bankruptcy Law” means Title 11, United States Code, or any
similar federal or state law for the relief of debtors.



     "Change of Control Transaction” means (i) any sale, lease,
exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all of the assets of
the Borrower (including, for the avoidance of doubt, the sale of
all or substantially all of the assets of the Borrower’s
subsidiaries in the aggregate) to any person or group of related
persons (as defined in Section 13(d) of the Securities Exchange Act
of 1934, as amended (the “1934 Act”, (ii) the approval by the
holders of the Borrower’s capital stock of any plan or proposal to
effect the liquidation, dissolution or winding up of the Borrower,
(iii) any person or group of related persons shall become the
beneficial owner (as defined in Rule 13d-3 under the 1934 Act) of
the outstanding Common Stock representing more than 50% of the
aggregate voting power of all classes of the voting securities of
the Borrower or (iv) the consolidation, merger or other business
combination of the Borrower with or into another person (other than
(A) a consolidation, merger or other business combination in which
holders of the Borrower’s voting power immediately prior to the
transaction continue after the transaction to hold, directly or
indirectly, a majority of the combined voting power of the
surviving entity or entities entitled to vote generally for the
election of a majority of the members of the board of directors (or
their equivalent if other than a corporation) of such entity or
entities, or (B) pursuant to a migratory merger effected solely for
the purpose of changing the jurisdiction of incorporation of the
Borrower). For the avoidance of any doubt, consummation of the
Esmark Transaction shall be deemed to constitute a “Change of
Control Transaction” for which the consideration paid with respect
to Borrower’s Common Stock exceeds the Applicable Conversion Price.



     "Collateral Trustee” shall mean Wilmington Trust Company,
acting in its capacity as Collateral Trustee for the Senior Debt
Holders, pursuant to the terms of the Security Documents, or its
successor appointed in accordance with the terms thereof.



     "Conversion Shares” means, collectively, the shares of
Common Stock into which the Notes are convertible in accordance
with the terms hereof.



 









 




     "Esmark Transaction” means the transactions contemplated by
any Agreement and Plan of Merger and Combination (or
similarly-titled document) entered into now or hereafter by and
among the Borrower, Esmark Incorporated and the other parties
thereto, as such may be amended from time to time, or any similar
transaction among the Borrower and Esmark Incorporated.



     "Fundamental Transaction” means the occurrence after the
Original Issue Date of (a) any merger or consolidation of Borrower
with or into another Person in which the stockholders of Borrower
immediately prior to such transaction hold securities of the
surviving entity representing less than a majority of the surviving
entity’s combined voting power, (b) any sale of all or
substantially all of Borrower’s assets in one or a series of
related transactions, or (c) any share exchange pursuant to which
the Common Stock is effectively converted into or exchanged for
securities, cash or property of another entity.



     "Original Issue Date” shall mean March   , 2007.



     "Required Holders” means Holders of Notes constituting not
less than 50% of the aggregate principal amount under all Notes
then outstanding.



     "Reset Date” means January 1, 2008, subject to possible
postponement as provided in Section 22 below.



     "Senior Debt” shall mean all principal, interest, fees,
costs, enforcement expenses (including legal fees and
disbursements), collateral protection expenses and other
reimbursement or indemnity obligations created or evidenced by the
Senior Debt Documents, or any prior, concurrent, or subsequent
notes, instruments or agreements of indebtedness, liabilities or
obligations of any type or form whatsoever relating thereto in
favor of any of the Senior Debt Holders. Senior Debt shall
expressly include any and all interest accruing or out of pocket
costs or expenses incurred by a Senior Debt Holder after the date
of any filing by or against the Borrower of any petition under the
federal Bankruptcy Law or any other bankruptcy, insolvency or
reorganization act regardless of whether any Senior Debt Holder’s
claim therefor is allowed or allowable in the case or proceeding
relating thereto.



     "Senior Debt Documents” means (i) The Amended and Restated
Revolving Credit Agreement, dated as of July 8, 2005, among the
Company, the lenders party thereto (the “Senior Revolving Lenders")
and General Electric Capital Corporation, as administrative agent
for such lenders, as the same may be amended, supplemented or
otherwise modified, including any refinancing, refunding,
replacement or extension thereof and whether by the same or any
other lender or groups of lenders, and (ii) Term Loan Agreement,
dated as of July 31, 2003, among the Company, the lenders party
thereto (the “Senior Term Lenders") and The Royal Bank of Canada,
as administrative agent for such lenders, as the same may be
amended, supplemented or otherwise modified, including any
refinancing, refunding, replacement or extension thereof and
whether by the same or any other lender or groups of lenders;
provided, however, that no such amendment, modification,
refinancing, refunding, replacement or extension of any of the
foregoing shall increase the principal amount outstanding
(including without duplication the costs associated with such
amendment, modification, refinancing, refunding, replacement or
extension) thereof, and (iii) all documents, instruments,
guarantees, evidences of indebtedness and collateral and security
agreements, pledges, mortgages delivered in connection therewith,
including, without limitation the guarantees of the Emergency Steel
Loan Guarantee Board (the “Federal Guarantor") and the West
Virginia Housing Development Fund (the “State Guarantor").



     "Senior Debt Holders” shall mean, collectively, the Senior
Revolving Lenders, the Senior Term Lenders, the Federal Guarantor
and the State Guarantor.



     "Trading Day” shall mean any day during which the Trading
Market shall be open for business.



     "Trading Market” means the following markets or exchanges
on which the Common Stock is listed or quoted for trading on the
date in question: the American Stock Exchange, the New
York Stock



 









 



Exchange, the Nasdaq Capital Market, the Nasdaq Global
Market, the Nasdaq Global Select Market or the OTC Bulletin Board.




     15. Amendment. No amendment or other modification of this Note shall be
effective unless such amendment or modification is in writing and signed by
Borrower and the Holder; provided, however, that (x) any such amendment or
modification signed by Borrower and the Holder shall be binding on all future
holders of this Note, and (y) any such amendment or modification that (i)
accelerates any scheduled payment or required prepayment date or accelerates the
maturity date of this Note, (ii) increases the principal or interest rate or any
premium on this Note, (iii) decreases the Conversion Price applicable to this
Note, or (iv) amends the provisions of Section 13 or this Section 15 shall
require the prior consent of the Required Holders.



     16. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State
of Delaware, excluding conflict of law principles that would cause the application of laws of any other
jurisdiction.



     17. Usury. All agreements between Borrower and the Holder, whether now
existing or hereafter arising and whether written or oral, are expressly limited
so that in no contingency or event whatsoever, whether by acceleration of the
maturity of this Note or otherwise, shall the amount paid, or agreed to be paid,
to the Holder for the use, forbearance or detention of the money to be loaned
hereunder or otherwise, exceed the maximum amount permissible under applicable
law. If, from any circumstances whatsoever, fulfillment of any provision of this
Note, at the time performance of such provision shall be due, shall involve
transcending the limit of validity prescribed by law, then ipso facto, the
obligation to be fulfilled shall be reduced to the limit of such validity, and
if from any such circumstances the Holder shall ever receive anything of value
as interest or deemed interest by applicable law under this Note an amount that
would exceed the highest lawful rate, such amount that would be excessive
interest shall be applied to the reduction of the principal amount owing under
this Note or on account of any other indebtedness of Borrower to the Holder
relating to this Note, and not to the payment of interest, or if such excessive
interest exceeds the unpaid balance of principal of this Note, such excess shall
be refunded to Borrower. In determining whether or not the interest paid or
payable with respect to any indebtedness of Borrower to the Holder, under any
specific contingency, exceeds the highest lawful rate, Borrower and the Holder
shall, to the maximum extent permitted by applicable law, (i) characterize any
non-principal payment as an expense, fee or premium rather than as interest,
(ii) amortize, prorate, allocate and spread the total amount of interest
throughout the full term of such indebtedness so that the actual rate of
interest on account of such indebtedness is uniform throughout the term thereof,
and/or (iii) allocate interest between portions of such indebtedness, to the end
that no such portion shall bear interest at a rate greater than that permitted
by law. The terms and provisions of this Section shall control and supersede
every other conflicting provision of all agreements between Borrower and the
Holder.



     18. Notices. All notices and other communications (including payment)
hereunder shall be in writing or by telecopy, and shall be deemed to have been
duly made when delivered in person or sent by telecopy, same day or overnight
courier, or 72 hours after having been deposited in the United States first
class or registered or certified mail return receipt requested, postage prepaid.
Notices shall be sent:


If to the initial Holder:




[                         ]




If to Borrower:

Wheeling-Pittsburgh Corporation

1134 Market Street

Wheeling, WV 26003

Attention: Chief Financial Officer

Facsimile: (304) 234-2261




 









 




     19. Successors and Assigns. Borrower shall not assign or delegate its
obligations hereunder without the prior written consent of the Required Holders.
The Holder may assign its rights hereunder to any Affiliate (as that term is
defined in the Securities Act) or to any other person, subject in either case to
applicable securities laws. The provisions of this Note shall be binding upon
and shall inure to the benefit of any successors or assigns; provided, however,
that any successor to Borrower or any surviving entity in a Fundamental
Transaction shall (i) be deemed to have assumed all of the obligations of
Borrower under this Note and the Purchase Agreement, and (ii) to issue to the
Holder a new note of such successor entity evidenced by a written instrument
substantially similar in form and substance to this Note, including, without
limitation, having a principal amount and interest rate equal to the principal
amounts and the interest rates of this Note and having similar ranking to this
Note, and satisfactory to the Required Holders (any such approval not to be
unreasonably withheld or delayed). The provisions of this Section 19 shall apply
similarly and equally to successive Fundamental Transactions and shall be
applied without regard to any limitations of this Note.



     20. Severability. In the event any one or more of the provisions contained in
this Note shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision hereof, and this Note shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein.



     21. Business Days. If any payment of principal or interest on this Note shall
become due on a Saturday, Sunday, or a public holiday under the laws of the
State of West Virginia, such payment shall be made on the next succeeding
business day and such extension of time shall be included in computing interest
in connection with such payment.



     22. Postponement of Reset Date. If there shall have occurred, or there is
expected to occur, an Esmark Registration Delay (as defined below), the Borrower
shall provide written notice of such Esmark Registration Delay to the Holders no
later than December 1, 2007, and the parties hereby agree that they shall
mutually and reasonably discuss an appropriate postponement of the Reset Date to
a date upon which the Esmark Transaction is reasonably expected to occur;
provided, that any such postponement shall require the written consent of the
Required Holders, which shall not be unreasonably withheld, and provided,
further, that no such postponement shall extend the Reset Date to a date later
than March 1, 2008. An “Esmark Registration Delay” shall mean that: (a) the
Esmark Transaction has not occurred by January 1, 2008; (b) the Borrower and
Esmark Incorporated have delivered written notice to the Holders of the Notes
attesting the continued effectiveness of an agreement or agreements, the
consummation of which pursuant to its or their terms, would result in
consummation of the Esmark Transaction; (c) the Borrower has provided written
assurance, reasonably satisfactory to the Holders, that it has not received any
inquiries or proposals relating to, or entered into any negotiations with
respect to, and that there has otherwise been no proposal made to the Borrower
or its stockholders, by public announcement, written communication or otherwise,
for a Change of Control Transaction other than the Esmark Transaction; and (d)
the sole reason that the Esmark Transaction shall not have been consummated by
January 1, 2008, pursuant to its terms, is the failure of any registration
statement relating to the Esmark Transaction to have become effective, in each
case where (i) the Borrower is not reasonably able to obtain the effectiveness
of the registration statement in sufficient time to permit the consummation of
the Esmark Transaction prior to January 1, 2008, and (ii) the failure of the
registration statement to become effective is not the result of any act or
failure to act by the Borrower.



[Signature Page Follows]




 









 






IN WITNESS WHEREOF, the undersigned has executed this Note numbered 2007-___on
and as of the date first above written.




	 	 	 	 	 
	 	WHEELING-PITTSBURGH CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	
 








 



 
	 
	 



 




ANNEX A




NOTICE OF CONVERSION




     The undersigned hereby elects to convert the dollar amount of the
Subordinated Convertible Note indicated below into shares of common stock, no
par value per share (the “Common Stock”), of Wheeling-Pittsburgh Corporation, a
Delaware corporation (the “Borrower”), according to the conditions hereof and
under Section 5(b)(i), as of the Date to Effect Conversion specified below. If
shares are to be issued in the name of a person other than undersigned, the
undersigned will pay all transfer taxes payable with respect thereto and is
delivering herewith such certificates and opinions as reasonably requested by
the Borrower in accordance therewith. No fee will be charged to the Holder for
any conversion, except for such transfer taxes, if any.





     Additionally, the undersigned holder hereby tenders to the Borrower the original Note numbered 2007-     herewith.



Conversion calculations:




Date to Effect Conversion:




                                                                           
     

Principal amount of Note to be Converted




                                                                           
     

Accrued Interest to be Converted




                                                                           
     

Number of shares of Common Stock to be Issued




                                                                           
     

Applicable Conversion Price




                                                                           
     




	 	 	 	 	 
	 	[HOLDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: